1 SECURITIES AND EXCHANGE COMMISSION, WASHINGTON, D.C. 20549 ------------- AMENDMENT NO. 4 TO SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 BANCWEST CORPORATION (Name of the Issuer) BANCWEST CORPORATION BNP PARIBAS CHAUCHAT L.L.C. (Name of Persons Filing Statement) COMMON STOCK, PAR VALUE $1 PER SHARE (Title of Class of Securities) 059790105 (CUSIP Number of Class of Securities) ------------- HOWARD H. KARR PIERRE MARIANI C/O BANCWEST CORPORATION C/O BNP PARIBAS 999 BISHOP STREET 16, BOULEVARD DES ITALIENS HONOLULU, HAWAII 96813 75009 PARIS, FRANCE TELEPHONE (808) 525-7000 TELEPHONE (011) (33) (1) 4014-7286 (Name, Address and Telephone Number of Persons Authorized to Receive Notice and Communications on Behalf of Persons Filing Statement) With Copies to: LEE MEYERSON, ESQ. DANIEL S. STERNBERG, ESQ. MARNI J. LERNER, ESQ. PAUL E. GLOTZER, ESQ. SIMPSON THACHER & BARTLETT CLEARY, GOTTLIEB, STEEN & 425 LEXINGTON AVENUE HAMILTON NEW YORK, NEW YORK 10017 ONE LIBERTY PLAZA TELEPHONE (212) 455-2000 NEW YORK, NEW YORK 10006 TELEPHONE (212) 225-2000 This statement is filed in connection with (check the appropriate box): a. /X/ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. / / The filing of a registration statement under the Securities Act of 1933. c. / / A tender offer. d. / / None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: /X/ Check the following box if the filing is a final amendment reporting the results of the transaction: / / CALCULATION OF FILING FEE -------------------------------------------------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** -------------------------------------------------------------------------------- $2,491,024,922 $498,205 -------------------------------------------------------------------------------- * The transaction valuation was based upon the sum of (i) the product of 68,696,529 shares of Common Stock, par value $1 per share, of BancWest Corporation, a Delaware corporation, at a price of $35 per share in cash and (ii) a cash-out of 5,145,318 shares of Common Stock covered by outstanding options at a cost of $86,646,407. **The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, equals 1/50th of 1% of the transaction valuation. /x/ Check the box if any part of the fee is offset as provided by Rule 0-11(a) (2) of the Securities Exchange Act of 1934 and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $498,205 Filing Party: BancWest Corporation Form or Registration No.: Schedule l4A Date Filed: June 5, 2001
2 INTRODUCTION This Amendment No. 4 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (the "Schedule 13E-3") is being filed by BancWest Corporation, a Delaware corporation ("BancWest"), the issuer of the equity securities which are the subject of the Rule 13e-3 transaction, BNP Paribas, a societe anonyme or limited liability banking corporation organized under the laws of the Republic of France ("BNP Paribas"), and Chauchat L.L.C., a Delaware limited liability company ("Chauchat") and a wholly owned subsidiary of BNP Paribas, in connection with the merger of Chauchat with and into BancWest (the "Merger"), with BancWest as the surviving corporation. As a result of the proposed Merger, (i) BancWest will become a wholly owned subsidiary of BNP Paribas, (ii) each issued and outstanding share of BancWest common stock (other than shares owned by BancWest or any wholly owned subsidiary of BancWest and shares held by any holder who properly demands appraisal rights under Delaware law) will be converted into the right to receive $35 in cash and (iii) each share of BancWest Class A common stock will remain issued and outstanding as Class A common stock of the surviving corporation. The purpose of this amendment to the Schedule 13E-3 is to report that the stockholders of BancWest voted to approve the merger agreement at a special meeting of the BancWest stockholders held on Thursday, September 20, 2001. The merger agreement was approved by approximately 86% of all shares of common stock and Class A common stock outstanding and entitled to vote at the special meeting, voting together as a single class. The filing of this Schedule 13E-3 shall not be construed as an admission by BNP Paribas or Chauchat or by any of their affiliates that BancWest is "controlled" by or under common "control" with BNP Paribas or Chauchat. 2
3 ITEM 16. EXHIBITS Regulation M-A Item 1016 *(a) Amendment No. 3 to the Proxy Statement filed with the Securities and Exchange Commission on August 15, 2001 is incorporated by reference herein. (b) None. *(c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. *(c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. *(c) (3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. *(c) (4) Materials presented by Goldman Sachs & Co. to the BancWest Special Committee on April 18, 2001. *(c) (5) Draft Discussion Materials prepared by Merrill Lynch & Co. in January, 2001. *(d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, as Amended and Restated as of July 19, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. *(d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. *(d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. *(d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP 3
4 Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). *(d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (6) Press Release of BancWest Corporation, dated September 20, 2001, relating to the approval by the stockholders of BancWest Corporation of the adoption of the Agreement and Plan of Merger, dated as of May 8, 2001, as Amended and Restated as of July 19, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. *(f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None. --------------- * Previously filed 4
5 SIGNATURE After due inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: September 21, 2001 BANCWEST CORPORATION By: /s/ Howard H. Karr -------------------------------------- Name: Howard H. Karr Title: Executive Vice President and Chief Financial Officer BNP PARIBAS By: /s/ Pierre Mariani -------------------------------------- Name: Pierre Mariani Title: Head of International Retail Banking CHAUCHAT L.L.C. By its Sole Member, Chauchat Holdings Corporation By: /s/ Jacques Ardant -------------------------------------- Name: Jacques Ardant Title: President 5
6 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION *(a) Amendment No. 3 to the Proxy Statement filed with the Securities and Exchange Commission on August 15, 2001 is incorporated by reference herein. (b) None. *(c) (1) Opinion of Goldman, Sachs & Co. attached as Annex B to the Proxy Statement. *(c) (2) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on May 6, 2001. *(c) (3) Materials presented by Merrill Lynch & Co. to the Board of Directors of BNP Paribas on May 4, 2001. *(c) (4) Materials presented by Goldman, Sachs & Co. to the BancWest Special Committee on April 18, 2001. *(c) (5) Draft Discussion Materials prepared by Merrill Lynch & Co. in January, 2001. *(d) (1) Agreement and Plan of Merger, dated as of May 8, 2001, as Amended and Restated as of July 19, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. attached as Annex A to the Proxy Statement. *(d) (2) Waiver Letter to Standstill Agreement, dated May 7, 2001, between BancWest Corporation and BNP Paribas. *(d) (3) Waiver Letter to Standstill Agreement, dated May 4, 2001, between BancWest Corporation and BNP Paribas. *(d) (4) Standstill and Governance Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). *(d) (5) Registration Rights Agreement, dated as of November 1, 1998, between First Hawaiian, Inc. (predecessor to BancWest Corporation) and Banque Nationale de Paris (predecessor to BNP Paribas) (incorporated by reference to the information filed on Form 8-K, File No. 001-14585, filed by BancWest Corporation). (d) (6) Press Release of BancWest Corporation, dated September 20, 2001, relating to the approval by the stockholders of BancWest Corporation of the adoption of the Agreement and Plan of Merger, dated as of May 8, 2001, as Amended and Restated as of July 19, 2001, by and among BancWest Corporation, BNP Paribas and Chauchat L.L.C. *(f) Section 262 of the General Corporation Law of the State of Delaware attached as Annex C to the Proxy Statement. (g) None. --------------- * Previously filed 6
1 Exhibit (d)(6) [BANCWEST CORPORATION LETTERHEAD] FOR IMMEDIATE RELEASE CONTACT: Gerry Keir (808) 525-7086 BancWest Corporation STOCKHOLDERS OF BANCWEST CORPORATION OVERWHELMINGLY ENDORSE BNP PARIBAS ACQUISITION (Honolulu, Hawaii, September 20, 2001) -- Stockholders of BancWest Corporation (NYSE:BWE) today voted overwhelmingly to approve the offer by BNP Paribas to acquire the 55% of BancWest stock it does not already own for $35 in cash per share. The transaction is valued at $2.5 billion. At the stockholders' meeting today in Honolulu, 86% of the outstanding shares voted to approve the merger of BancWest with a subsidiary of BNP Paribas, France's largest listed banking group and seventh largest in the world. (Of all shares actually voting, more than 99% favored the transaction.) Under terms of the agreement, two-thirds approval was required. Completion of the transaction remains subject to approval by the Federal Reserve Board, and expiration of a mandatory 15-day waiting period. The parties expect to receive Federal Reserve approval in the near future. When the transaction is completed, all outstanding BancWest shares (except those owned by BNP Paribas) will be converted into the right to receive a $35-per-share cash payment. BancWest also will pay a prorated quarterly dividend with a record date immediately prior to closing. "We're pleased at such tremendous support from our stockholders for this offer," said Walter A. Dods, Jr., Chairman and Chief Executive Officer of BancWest, parent company of Bank of the West and First Hawaiian Bank. In May, BancWest's Board of Directors entered into a definitive merger agreement to accept the offer from Paris-based BNP Paribas. The French bank has owned 45% of BancWest since its former subsidiary, Bank of the West, merged with Hawaii-based First Hawaiian Bank in 1998. (more)
2 Stockholders of BancWest Corporation Overwhelmingly Endorse BNP Paribas Acquisition Page 2 BancWest's subsidiary banks have 252 branches in seven western states, Guam and Saipan. After completion of the proposed acquisition, BancWest will continue to be based in Honolulu as a subsidiary of BNP Paribas. Both First Hawaiian and Bank of the West will keep their present names, with current management and operations intact. After the acquisition, Dods, 60, will continue as Chairman and Chief Executive Officer of BancWest and of First Hawaiian Bank. Don J. McGrath, 52, will continue as BancWest's President and Chief Operating Officer and as President and CEO of Bank of the West, with his principal office in San Francisco. "This is a win-win transaction for everyone," Dods said. "It offers BNP Paribas new avenues for growth in this country. It benefits our employees, since current operations of both Bank of the West and First Hawaiian Bank will remain intact. Finally, customers of Bank of the West and First Hawaiian Bank will be served by familiar employees at the same branches." Following completion of the merger, BancWest stockholders who have stock certificates will receive instructions by mail concerning how and where to forward their certificates for payment. Brokers will handle conversion for those holding BancWest stock in a brokerage account. The merger will not affect preferred securities or capital securities issued by BancWest Capital I or First Hawaiian Capital I. ABOUT BNP PARIBAS BNP Paribas (www.bnpparibas.com) is a world leader in banking and financial services, offering retail banking and financial services (consumer credit, leasing, e-brokerage, insurance, car fleet management, etc.) to millions of individual customers and corporations mainly in France (2000 branches), Europe, the United States, Mediterranean basin and Africa. Headquartered in Paris, France, it has one of the most extensive international networks in the world with offices in 87 countries. Active in all major financial centers, and providing services to large corporations and institutions, BNP Paribas enjoys key positions in Corporate and Investment Banking, Private Banking, Asset Management and Securities Services. With total assets of $646 billion, (EUR 694 billion), shareholders equity of $19.3 billion (EUR 20.6 billion), and Year 2000 net income of $3.86 billion (EUR 4.12 billion), BNP Paribas was the Number 1 listed bank in France and Number 2 listed bank in the Euro zone at the close of 2000. (more) 1
3 Stockholders of BancWest Corporation Overwhelmingly Endorse BNP Paribas Acquisition Page 3 ABOUT BANCWEST BancWest Corporation (www.bancwestcorp.com) is a bank holding company with assets of $19.3 billion. It is headquartered in Honolulu, Hawaii, with an administrative headquarters in San Francisco, California. Its principal subsidiaries are Bank of the West (193 branches in Northern and Central California, Oregon, New Mexico, Nevada, Washington state and Idaho) and First Hawaiian Bank (56 branches in Hawaii, two in Guam and one in Saipan). ### FORWARD-LOOKING STATEMENTS: This release contains forward-looking statements, including statements concerning expectations for completion of the transaction discussed. Such statements reflect management's best judgment as of this date, but they involve risks and uncertainties that could cause actual results to differ materially from those discussed in the statements. Factors that could contribute to such differences include, without limitation, the possibility of adverse changes in global, national or local economic or monetary conditions. Those factors or others could result, for example, in delay or termination of the transaction discussed above. Readers should carefully consider those risks and uncertainties in reading this release. Except as otherwise required by law, BancWest disclaims any obligation to update any forward-looking statements included herein to reflect future events or developments. 3